Acquisition

Chesnara PLC 05 May 2005 NOT FOR RELEASE OR DISTRIBUTION IN THE US, CANADA, AUSTRALIA, THE REPUBLIC OF IRELAND OR JAPAN Chesnara plc ('Chesnara' or 'the Company') Proposed acquisition of Irish Life (UK) Holdings plc and placing and open offer to raise approximately £22 million Highlights: Acquisition • Proposed acquisition of the holding company of City of Westminster Assurance Company Limited ('CWA'), from Irish Life & Permanent plc • CWA operates a closed life assurance and pensions book • Cash consideration for the acquisition is £47.5 million • Acquisition subject to FSA and shareholder approval Fundraising • Proposed placing and open offer to raise c.£22 million • The placing and open offer has been fully underwritten by Numis Securities Limited • An Extraordinary General Meeting to approve the acquisition and to enable the placing and open offer to proceed will take place on 31 May 2005 Graham Kettleborough (Chief Executive) of Chesnara, commented: 'This is an important first strategic step for Chesnara. We have acquired a well-established run-off book, with cash flows which will help support our objective of delivering steady, long term income to our investors. Since the successful outsourcing of our back office at the beginning of the year, we have looked at a number of opportunities and see real attractions in City of Westminster. It matches our business profile well, will give us access to additional management resources and, as an established run-off business, has future surplus flows which can be predicted with a reasonable degree of certainty. This is a good deal for Chesnara and its shareholders.' Peter Fitzpatrick (Group Finance Director) of Irish Life & Permanent, commented: 'We've been looking at our strategic choices for the company for some time. While we've been happy with the financial performance of the business, it had no long term strategic significance for us and, therefore, it was incumbent on us to explore other options. We're very happy with the deal we've reached with Chesnara which we believe meets the needs of both policyholders in City of Westminster Assurance and our own shareholders. We look forward to a continuing relationship with the business through ILIM's involvement in the fund management of the book.' Enquiries: Chesnara plc Tel: +44 (0) 7799 407519 Graham Kettleborough, Chief Executive Numis Securities Limited (Financial advisers and broker to Chesnara) Tel: +44 (0) 20 7776 1500 Malcolm Strang Lee Aston Cubitt Consulting (Public relations advisers to Chesnara) Tel: +44 (0) 20 7367 5100 Michael Henman Irish Life & Permanent plc Tel: +353 1 704 2000 David Went, Group Chief Executive Peter Fitzpatrick, Group Finance Director Hawkpoint Tel: +44 (0) 20 7665 4500 (Financial advisers to Irish Life & Permanent) Hugh Elwes Rupert Pepper MRPA Consultants Tel: +353 1 678 8099 (Public relations advisers to Irish Life & Permanent) Ray Gordon This announcement, for which the directors of Chesnara plc are responsible, has been issued by Chesnara plc This announcement does not constitute an offer of securities for sale in the United States. The New Shares may not be offered or sold in the United States, Canada, Australia, The Republic of Ireland or Japan absent registration or an exemption from registration. Numis Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Chesnara plc and for no one else in connection with this matter. Numis Securities Limited will not be responsible to anyone other than Chesnara plc for providing the protections afforded to the customers of Numis Securities Limited, nor for providing advice in relation to the contents of this announcement or any matter referred to herein. Hawkpoint Partners Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Irish Life & Permanent plc and for no one else in connection with this matter. Hawkpoint Partners Limited will not be responsible to anyone other than Irish Life & Permanent plc for providing the protections afforded to the customers of Hawkpoint Partners Limited, nor for providing advice in relation to the contents of this announcement or any matter referred to herein. Proposed acquisition of Irish Life (UK) Holdings plc Proposed placing and open offer of 18,333,333 New Shares at 120p per Share, incorporating an Open Offer of 8,625,545 New Shares on the basis of 1 New Share for every 10 Existing Ordinary Shares 1. Introduction Further to the announcement, on 25 April 2005, that Chesnara was in discussions with Irish Life & Permanent, the boards of Chesnara and Irish Life & Permanent are pleased to announce that they have entered into an agreement for Chesnara to acquire the entire issued and to be issued share capital of Irish Life (UK) Holdings plc ('Irish Life Holdings'). Irish Life Holdings is ultimately a subsidiary of Irish Life & Permanent and is the holding company of City of Westminster Assurance Company Limited, which operates a life assurance and pensions book that is effectively closed to new business. The consideration for the acquisition is £47.5 million, which will be paid in cash on Completion. The Consideration will be financed by a mixture of existing cash resources of Chesnara, new bank facilities which have been arranged for the purposes of the Acquisition and by a placing and open offer to raise approximately £22 million (before expenses). In view of the size of the Acquisition in relation to Chesnara, the Acquisition is conditional, inter alia, on the approval of Shareholders, which will be sought at an Extraordinary General Meeting of the Company. The placing and open offer will be conditional, inter alia, upon shareholder approval and the passing of the resolution to approve the Acquisition. 2. Information on Chesnara Detailed information on Chesnara is set out in Appendix 2 to this announcement. 3. Information on Irish Life Holdings and on CWA Irish Life Holdings is ultimately a subsidiary of Irish Life & Permanent. Its principal function is as a holding company for CWA, which operates a life assurance book in the UK which is effectively closed to new business. In addition, Irish Life Holdings owns Irish Life UK Trustees, which acts as trustee to some of CWA's pension policies but has no other trading activities. CWA's life assurance business consists of unit-linked and non-profit policies only. The business includes protection plans, mortgage endowments, savings plans, single premium bonds, pension policies and permanent health insurance policies. As at 31 December 2004, there were approximately 86,000 policies in force, with approximately 53 per cent. being regular premium policies. Approximately 86 per cent. of these policies were unit-linked. Policies within the CWA book were sourced from two main sources - approximately 66,000 of the current policies were originally sold by Irish Life Assurance's UK branch and these were included in a transfer of business from Irish Life Assurance to CWA at the end of 1996. The balance was written by City of Westminster Assurance Company and City of Westminster Assurance Society. These two companies were acquired by the Irish Life group in 1993, and subsequently merged to form CWA. The book was closed to new business in December 1995 but CWA still accepts a small volume of new business where an existing policyholder has a contractual entitlement. This includes regular and single premium increments to existing plans, rebates received from the Department of Work and Pensions in relation to the State Second Pension and vesting annuities when pension policyholders reach their retirement age. CWA's key business objective is to maintain maximum shareholder profitability at minimum risk through the efficient and compliant administration of the existing book. The company is based in Luton and employs nine permanent employees in its retained operations. These operations include management of the company's outsourcing arrangements, governance, compliance, actuarial, finance, risk management and statutory/regulatory reporting functions. The outsourcing arrangements are as follows: • Administration and IT support functions are outsourced to CSC. This includes premium collection, claims payments, policyholder enquiries, record keeping, customer services and relevant control functions. This agreement has been in place since February 1999, and relevant CWA staff transferred to CSC as part of the agreement; and • Irish Life Investment Managers provide investment management services for both the unit-linked and non-linked funds, under an intra-group arrangement. The services include fund management, fund accounting and unit pricing. Following completion, it is intended that these arrangements will continue to operate in substantially the same form as at present. The nine permanent employees of CWA will be retained within the Chesnara Group. Irish Life Investment Managers (which is not part of the CWA Group and therefore not part of the Acquisition) will continue to provide investment management services on a similar basis to those provided currently. In the year ended 31 December 2004, the CWA Group achieved a pre-tax profit of £7.4 million on net premium income (earned premiums, net of reinsurance) of £39.8 million. Total assets of the CWA Group as at 31 December 2004 were £825.0 million, including assets held to cover linked liabilities of £664.3 million. As at 31 December 2004, the embedded value of the CWA Group (using the current assumptions of its directors) was £59.6 million after payment of the dividend in respect of 2004 to Irish Life & Permanent of £4.6 million. 4. Background to and reasons for the Acquisition Since listing in May 2004, Chesnara has indicated that it would consider opportunities for consolidation. To this end the Directors have looked at a number of potential acquisitions and believe that CWA offers a suitable and attractive opportunity for shareholders, policyholders and management. In particular: • CWA is approximately 40 per cent. of the size of Chesnara and therefore CWA represents both a manageable and sizeable addition; • Chesnara is ungeared with a clean capital position, no significant regulatory issues, a substantial surplus in solvency capital and minimal with profits exposure. CWA also has a clean capital position, no significant regulatory issues and no with profits exposure; • Chesnara is the only 'pure play' listed life company and has no substantial asset management operations. It concentrates solely on the management of the closed life book. CWA also outsources its asset management and concentrates on managing the closed life book; • Chesnara has recently outsourced its back office and transferred 184 staff under a TUPE arrangement to Liberata Financial Services Limited. CWA outsourced its back office to CSC in 1999; • Chesnara's strategic operating model envisions a virtual office with acquisitions being transferred in under Part VII of FSMA 2000 arrangements, thereby maintaining a focussed and skilled management team. The Directors believe the experience of the CWA team will be valuable in progressing this model; • Chesnara and CWA's business mix are similar, being predominantly unit-linked and non-linked; • Chesnara's management are experienced in the run-off of life books as demonstrated by, for example, their successful integration of the Premium Life business, which was acquired in 1995. Chesnara's business model is to offer fair service and value to policyholders and the Directors believe that there is a cultural fit in this respect with CWA's activities since closing to new business; and • The Directors believe that the acquisition will enhance the short, medium and long-term cash flow of the Enlarged Group. The Directors believe that Chesnara, with its well capitalised financial structure and simple operating model based on working with blue chip outsourcing partners will provide greater security to both Chesnara and CWA's policyholders. The Directors also believe that Chesnara's strategy of controlled growth through value-enhancing acquisition should further increase security through increased scale and should also reduce costs with benefits being passed on, where appropriate, to policyholders. Furthermore, the Directors are confident that the fact that Chesnara's sole focus is the professional, efficient and effective management of the run off of life companies will provide a further measure of confidence. 5. Current trading and prospects of the Enlarged Group As a company that has been in run off for a number of years, CWA's future surplus flows can be predicted with a reasonable degree of certainty. Chesnara is less mature as a run off business and therefore it has, in the past, suffered from volatile results. In its results for the year ended 31 December 2004, it was noted that 'In the first six months of the year the results were adversely affected by mortgage endowment mis-selling claims experience. However, the considered action taken in response to this challenge resulted in a more positive second half.'' Since the year end, the Company has continued to benefit from strong surplus flows and the Directors look forward with confidence to the year ahead. With the addition of the more predictable surplus flow from CWA added to the recent improvement in Chesnara's financial performance, the Board is confident that the Enlarged Group can deliver a stable and progressive dividend flow to Shareholders. 6. Principal terms of the Acquisition The Acquisition will be effected pursuant to the terms of the Acquisition Agreement. The consideration for the Acquisition is £47.5 million, payable in cash on completion. The Acquisition is conditional, inter alia, on: (a) Admission; (b) the FSA approving the change of control of the CWA Group; and (c) Shareholder approval. The Directors expect that the Acquisition will complete on or around 2 June 2005 (assuming that all conditions are satisfied). The Financial Services and Markets Act 2000 requires the FSA to process a notification of proposed change of control of a regulated business within 3 months from the date of receipt of a valid notification but the Directors believe that this condition should be satisfied prior to the end of the three month period. 7. Details of the Placing and Open Offer General The Company is proposing to raise approximately £22 million before expenses (approximately £20.8 million net of expenses) through the Placing and Open Offer, which have been fully underwritten by Numis. The New Shares will represent, in aggregate, approximately 17.5 per cent. of the enlarged issued ordinary share capital on Admission. The New Shares will be issued credited as fully paid and will rank in full for all dividends and distributions declared, paid or made on the Ordinary Shares after their issue and otherwise pari passu in all respects with the Existing Ordinary Shares. The Placing and Open Offer are conditional, inter alia, upon: (a) the passing of the Resolution; (b) the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms; (c) the Acquisition Agreement being completed in accordance with its terms; (d) Admission by no later than 10 August 2005. The Placing The Placing comprises an issue of 9,707,788 New Shares at 120p per share (to raise approximately £11.65 million gross) to institutional and other investors. The Placing is fully underwritten by Numis. The Placing Shares have been placed by Numis on behalf of the Company at the Issue Price and are being placed firm (that is, not subject to clawback under the Open Offer). The Placing is conditional upon, inter alia, admission of the Placing Shares and the Open Offer Shares to the Official List and to trading on the London Stock Exchange's market for listed securities, all conditions to the Acquisition being satisfied (except for Admission) and the Acquisition Agreement not having been rescinded or terminated in accordance with its terms prior to Admission. The Placing Shares shall rank pari passu in all respects with the Existing Ordinary Shares. The Placing Shares will be issued in registered form, may be held in uncertificated form and are/will be eligible for settlement within CREST. The Open Offer The Open Offer of 8,625,545 New Shares at 120p per share (to raise approximately £10.35 million gross) is being made by Numis Securities Limited as an agent for and on behalf of Chesnara. The Open Offer is being fully underwritten by Numis. Numis has conditionally placed the Open Offer Shares, subject to clawback to the extent that valid applications are received from Qualifying Shareholders under the Open Offer. Under the Open Offer, the Open Offer Shares are being offered to Qualifying Shareholders at 120p per share, payable in full on application on the following basis: 1 Open Offer Share for every 10 Existing Ordinary Shares held on the Record Date and so in proportion for any other number of Existing Ordinary Shares held on the Record Date. Where appropriate, the entitlements of Qualifying Shareholders will be rounded down to the nearest whole number of Open Offer Shares. The Open Offer (and the placing of the Open Offer Shares) is conditional upon, inter alia, Admission, all conditions to the Acquisition being satisfied (except for Admission) and the Acquisition Agreement not having been rescinded or terminated in accordance with its terms prior to Admission. The Open Offer Shares shall rank pari passu in all respects with the Existing Ordinary Shares. The Open Offer Shares will be issued in registered form, may be held in uncertificated form and will be eligible for settlement within CREST. Shareholders should be aware that the Open Offer is not a rights issue and that entitlements to New Shares under the Open Offer will not be tradable or sold in the market for the benefit of those who do not apply under the Open Offer. Application Forms are personal to shareholders and may not be transferred except to satisfy bona fide market claims. 8. Use of proceeds The Directors intend that the net proceeds of the Placing and of the Open Offer (amounting to approximately £20.8 million) will be applied to part finance the consideration payable for the Acquisition. The Placing and Open Offer are conditional upon the Acquisition proceeding to completion. 9. Directors' intentions The executive directors have undertaken to take up their entitlements under the Open Offer, representing, in aggregate, 3,343 New Shares. The non-executive Directors (who have beneficial interests in Ordinary Shares) have undertaken not to take up their entitlements under the Open Offer, representing, in aggregate, 13,020 New Shares. These New Shares have been placed firm by Numis pursuant to the Placing and Open Offer Agreement. A prospectus, which will include a notice convening the EGM, will be posted to Shareholders in due course. 10. Expected timetable of principal events Record date for the Open Offer 29 April 2005 Latest time and date for receipt of completed Forms of Proxy 11.00a.m. on 27 May 2005 Latest time and date for splitting of Application Forms (to satisfy bona fide market 3.00p.m. on 24 May 2005 claims only) Latest time and date for receipt of Application Forms and payment in full under the Open 3.00p.m. on 26 May 2005 Offer EGM 31 May 2005 Date of Admission 2 June 2005 Expected date for crediting of CREST Accounts 2 June 2005 Despatch of share certificates in respect of New Shares to be held in certificated form 9 June 2005 Appendix 1 Definitions The following definitions shall apply to other words and phrases used in this announcement, except where the context requires otherwise. ''Acquisition'' The proposed acquisition of Irish Life (UK) Holdings PLC; ''Acquisition Agreement'' The agreement dated 4 May 2005 between (1) the Company and (2) Irish Life relating to the acquisition of Irish Life (UK) Holdings; ''Admission'' Admission of the New Shares to (i) listing on the Official List; and (ii) trading on the London Stock Exchange's markets for listed securities; ''Board'' or ''Directors'' the directors of Chesnara ''Chesnara'' or ''the Company'' Chesnara plc, incorporated and registered in England and Wales under the Companies Act with registered number 4947166; ''Chesnara Group'' Chesnara its subsidiary undertakings; ''Chesnara Shares'' ordinary shares in Chesnara, having a nominal value of 5 pence each; ''Chesnara Shareholders'' or '' holders of Chesnara Shares; Shareholders'' ''EGM'' or ''Extraordinary General an extraordinary general meeting of Chesnara, notice of which will be set out in the Meeting'' prospectus to be sent to Shareholders; ''Existing Ordinary Shares'' the 86,255,452 Ordinary Shares currently in issue; 'Irish Life & Permanent' Irish Life & Permanent plc 'Irish Life Holdings' Irish Life (UK) Holdings PLC ''Issue Price'' 120 p per New Share; ''London Stock Exchange'' the London Stock Exchange plc or any registered investment exchange for the purposes of the Financial Services and markets Act 2000 which may take over the function of the London Stock Exchange plc; ''Numis'' Numis Securities Limited; ''Official List'' the Official List of the UK Listing Authority; ''Open Offer'' the conditional invitation made by Numis, acting as agent for the Company, to Qualifying Shareholders to subscribe for the New Shares at the Issue Price on the terms and conditions to be set out in the Prospectus to be issued by the Company in relation to the Placing and Open Offer and the Acquisition and the accompanying application form; ''Open Offer Shares'' the 8,625,545 New Shares conditionally placed by Numis, subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer; ''Overseas Shareholders'' Shareholders resident in, or citizens of jurisdictions outside of the UK; ''Placing'' the placing by Numis of the New Shares at the Issue Price pursuant to the Placing Agreement; ''Placing Agreement'' the conditional agreement dated 4 May 2005 between (1) Numis and (2) the Company, further details of which will be set out in the Prospectus; ''Placing Shares'' the 9,707,788 New Shares that have been placed firm by Numis, pursuant to the Placing Agreement; ''Proposals'' the Acquisition and the Placing and Open Offer; ''Qualifying Shareholders'' holders of Existing Ordinary Shares on the register of members as at the Record Date (other than certain Overseas Shareholders to whom the Open Offer will not be extended); ''UK'' or ''United Kingdom'' the United Kingdom of Great Britain and Northern Ireland; ''UK Listing Authority'' the Financial Services Authority acting in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000 and in the exercise of its functions in respect of the admission to the Official List otherwise than in accordance with Part VI of the Financial Services and Markets Act 2000; ''US'' the United States of America; ''US Securities Act'' the United States Securities Act of 1993, as amended. Appendix 2 Information on Chesnara Chesnara, which was listed on the Official List on 25 May 2004, was formed to become the holding company of the life assurance activities formerly owned by Countrywide Assured Group plc (''CAG''). Chesnara's principal subsidiary, Countrywide Assured plc (''CA'') was established in 1988 as the life assurance division of CAG, selling mortgage-related life assurance products through CAG's financial services division. In 1995, CA acquired Premium Life Assurance Company Limited, a life assurance company, and integrated it into its existing operations. In August 2002, CAG entered into a distribution agreement with Friends Provident Life and Pensions Limited (''Friends Provident''), which resulted in new business being switched to Friends Provident in August 2003. As part of these arrangements, the Company continued to write significant volumes of protection business under a reinsurance agreement with Friends Provident from September 2002 to August 2003, at which point CAG's business was placed directly with Friends Provident. Following the consequent substantial closure to new business CA continues to administer an existing portfolio of some 208,000 policies which, by number are 38 per cent. endowment, 48 per cent. protection and whole life and 14 per cent. other. This split reflects the Company's history of providing mortgage-related policies to the estate agency-based financial services sales force of CAG and a strategic decision to exit the endowment market in 2001 and sell only protection products in this marketplace. Most of the endowment and other investment-related business is unit-linked and although there is a small amount of with profits business (less than 2.5 per cent. by policy count) this is wholly reinsured to Guardian Assurance plc (''Guardian''). Guardian is a subsidiary of Aegon N.V., one of the world's largest insurance groups. The investment management of the related unit-linked funds is predominantly outsourced to Schroders plc and Henderson Global Investors plc with the remainder being managed by Invesco Perpetual Asset Management Limited. CA continues to sell and market Guaranteed Income and Growth Bonds through Independent Financial Advisers and directly to investors, resulting in £73.5 million of single premium income in 2004 (2003: £23.1 million). In addition it sells a small amount of life protection business to existing customers, as well as offering them a limited range of other financial products supplied by third parties. Chesnara is not currently seeking any new major distribution outlets but will consider writing new business, in partnership with third party distributors, where acceptable levels of risk and reward are available. Objectives of the Business Chesnara's priority is to maximise shareholder returns through the efficient and compliant management of the existing business. It will seek to add value through the sale of Guaranteed Income and Growth Bonds and may also choose to sell other low risk products in order to enhance future cash flows. In addition, the Directors believe that there are opportunities for consolidation in the small to medium sector of closed books and run-off situations in the life assurance industry. The Board will, therefore, continue to investigate these where there is potential to enhance shareholder value. As Chesnara has successfully concluded the outsourcing of its back office to Liberata Financial Services Limited (''Liberata''), a significant element of its expense base is now directly linked to the reducing policy base. This removes the fixed and semi-fixed cost issues that would have had a potentially damaging effect on shareholder returns. The Company's focus on customer retention has been captured in the service and performance levels agreed with Liberata and therefore, barring external factors, the Directors believe that a reasonably predictable level of income can be expected to flow from the policy base. Chesnara management retains regulatory responsibility for the business and will build on these requirements to ensure that key risks are identified and managed to maximise the flow of emerging surplus. As CA is regulated, as described below, management will operate with a level of prudence but will seek to ensure that shareholders receive distributions consistent with the constraints on the business. In the absence of any value-enhancing consolidation opportunities or other developments that require capital then there is, in the medium term, the possibility of the release of surplus capital to shareholders. The following is a summary of the key strengths and resources which the Directors believe underpin the Group's ability to meet its objectives: • Financial strength - Chesnara has a strong balance sheet and is well capitalised. CA maintains capital resource cover well in excess of regulatory capital requirements. • Knowledge and experience - Chesnara has a strong Board and management team with an average of over 15 years' experience in managing life assurance business. The senior management team also has experience in the integration and management of closed books within a highly regulated environment. • Regulatory record - Chesnara has a strong focus on compliance and risk management and it maintains a close relationship with CA's primary regulator, the FSA. All issues raised in its last formal FSA ''Arrow'' assessment in 2002 were cleared in good time and, although there are some points that have been raised as a result of themed reviews, we regard these as being of minor consequence. The next formal Arrow assessment is scheduled for the second quarter of 2005. • Future development costs - as a consequence of outsourcing the back office to Liberata, future development costs are likely to be lower than as a stand alone entity as, following migration, they will be incurred on a shared platform. This arrangement also offers the benefit of consultation with other platform users in the definition of development requirements. Such developments are expected to be funded out of emerging surplus and these, to a degree, are allowed for in calculating the value of the business. Some development costs may, under the terms of the policies, be passed to policyholders and this will limit the effect on shareholder returns. In the year ended 31 December 2004, Chesnara recorded profit before tax of £4.6 million, and as at 31 December 2004 had net assets of £74.0 million and an embedded value of £143.1 million. This information is provided by RNS The company news service from the London Stock Exchange

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